Griffith v. Quality Distribution, Inc.
Florida District Court of Appeals
307 So. 3d 791 (2018)
- Written by Matthew Celestin, JD
Facts
In 2015, Quality Distribution, Incorporated (Quality) (defendant) entered a merger agreement in which Apax Partners, LLC would acquire Quality at a premium. Richard Delman, a Quality shareholder, filed a class-action complaint against Quality and its board members (defendants), alleging that they failed to disclose material information in breach of their fiduciary duties. The parties reached a disclosure settlement agreement in which Quality would provide supplemental disclosures. The trial court approved the settlement. Sean Griffith (plaintiff), another Quality shareholder, objected, asserting in part that the trial court failed to ensure that the supplemental disclosures were actually material pursuant to the standard for reviewing disclosure settlements set out by the Delaware Court of Chancery in In re Trulia, Inc. Stockholder Litigation. The trial court agreed that In re Trulia was the proper standard of review and held that the settlement was fair and reasonable because the released claims were commensurate with the claims raised in the complaint. Griffith appealed.
Rule of Law
Issue
Holding and Reasoning (Morris, J.)
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